FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT, dated as of February 19, 2002 (this "Amendment"), is entered into by and among TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and BANK OF AMERICA, N.A., as Agent (the "Agent"), and amends that certain Fourth Amended and Restated Three-Year Credit Agreement, dated as of September 14, 2000 (as the same is in effect immediately prior to the effectiveness of this Amendment, the "Existing Credit Agreement" and as the same may be amended, supplemented or modified and in effect from time to time, the "Credit Agreement"), among the Borrower, the Banks and the Agent. W I T N E S S E T H WHEREAS, the Borrower has requested that the Agent and the Banks delete one of the representations and warranties contained in the Existing Credit Agreement as set forth below; and WHEREAS, the Agent and the Banks are willing to agree to so amend the Existing Credit Agreement on the terms and subject to the conditions set forth below; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Existing Credit Agreement shall have the meaning assigned to such term in the Existing Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Existing Credit Agreement shall from and after the date hereof refer to the Existing Credit Agreement as amended hereby. SECTION 2. Amendment of the Existing Credit Agreement. (a) 	Section 3.02(d) of the Existing Credit Agreement is hereby amended by replacing "Sections 4.04(c) and 4.05" with "Section 4.05". (b) Section 4.04(c) of the Existing Credit Agreement is hereby deleted in its entirety. SECTION 3. Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof and after giving effect hereto: (a) 	no Default has occurred and is continuing; and (b) each representation and warranty of the Borrower set forth in the Existing Credit Agreement, both before and after giving effect to this Amendment, is true and correct as though made on and as of such date. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. Counterparts, Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Agent shall have received (a) duly executed counterparts hereof signed by the Borrower and the Banks (or, in the case of any party as to which an executed counterpart shall not have been received, the Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party) and (b) all documents the Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TOYOTA MOTOR CREDIT CORPORATION By: /s/ George E. Borst Name: George E. Borst Title: President and Chief Executive Officer BANK OF AMERICA, N.A., as Agent By: /s/ David Price Name: David Price Title: Vice President BANK OF AMERICA, N.A. By: /s/ Alan H. Roche Name: Alan H. Roche Title: Managing Director JP MORGAN CHASE BANK By: /s/ Peter M. Hayes Name: Peter M. Hayes Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD. LOS ANGELES BRANCH By: /s/ Takeo Sato Name: Takeo Sato Title: Deputy General Manager CITICORP USA, INC. By: /s/ Brian Ike Name: Brian Ike Title: Director CREDIT SUISSE FIRST BOSTON By: /s/ Vitaly G. Butenko Name: Vitaly G. Butenko Title: Associate By: /s/ Bill O'Daly Name: Bill O'Daly Title: Director ABN AMRO BANK N.V. By: /s/ John J. Mack Name: John J. Mack Title: Group Vice President By: /s/ James M. Sumoski Name: James M. Sumoski Title: Vice President BNP PARIBAS By: /s/ Sean T. Conlon Name: Sean T. Conlon Title: Managing Director By: /s/ James P. Culhane Name: James P. Culhane, CFA Title: Vice President BARCLAYS BANK PLC By: /s/ L. Peter Yetman Name: L. Peter Yetman Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH and/or CAYMAN ISLAND BRANCH By: /s/ Stephan G. Peetzen Name: Stephan G. Peetzen Title: Director By: /s/ Oliver Schwarz Name: Oliver Schwarz Title: Vice President UFJ BANK, LIMITED By: /s/ Satoru Kojima Name: Satoru Kojima Title: Senior Vice President & Deputy General Manager UBS AG, STAMFORD BRANCH By: /s/ Wilfred V. Saint Name: Wilfred V. Saint Title: Associate Director, Banking Products Services US By: /s/ Anthony N. Joseph Name: Anthony N. Joseph Title: Associate Director, Banking Products Services US SUMITOMO MITSUI BANKING CORP. By: /s/ Kenichi Shimura Name: Kenichi Shimura Title: Senior Vice President